We're pleased to introduce the
#CourtBriefs
podcast series. As major
#SCOTUS
decisions are handed down, join host
@KannonShanmugam
, Chair of our
#SupremeCourt
and Appellate Litigation Practice, as he and members of our practice analyze the cases.
Video: Kannon Shanmugam and Audra Soloway discuss the Supreme Court's decision in Lorenzo v. SEC and its potential impact on the securities-litigation landscape.
In response to Russia’s continued war against Ukraine, the OFAC and the Department of State announced
#sanctions
on more than 500 targets inside and outside of Russia—the largest number of parties designated in one day since the war began.
With each day that
#COVID19
grows as a threat to communities across the country, employers face unprecedented challenges and concerns. We are providing recommended strategies to ensure business continuity and a safe workplace.
PE Fundraising at a Glance looks at the latest quarterly trends on global and U.S.-based
#privateequity
fundraising. Amid the backdrop of the deterioration of the global economy, private equity fundraising continued to decline in Q2, down 9% from Q1.
The U.S. Department of Justice is renewing its emphasis on white collar criminal enforcement, including prioritizing individual accountability; considering historical misconduct; and considering monitorships where appropriate.
#whitecollar
#corporatecrime
President Biden recently announced initiatives to reduce the number of unvaccinated individuals, and NY State designated COVID-19 as an “airborne infectious disease” under the HERO Act:
#covid19vaccination
#covid19legalupdate
Although details of President-elect Biden’s gift and estate tax proposals are limited and the final composition of the Senate uncertain, there are items on the Democratic Party’s agenda that, if enacted, would impact estate planning:
The Biden administration recently issued the U.S. Strategy on Countering Corruption, which details an unprecedented government-wide approach to fighting corruption at home and abroad.
#anticorruption
#fcpa
The White House recently released a National
#Cybersecurity
Strategy Implementation Plan setting out the next steps in the administration’s March strategic plan. The plan indicates a push to impose cybersecurity-related rules on new industries.
M&A activity continued to decline last month, though there were some bright spots, in particular on the sponsor front. U.S. total deal value was up 1%, while deal count fell 26%. Globally, total deal value and deal count fell 9% and 17%, respectively.
The Federal Trade Commission recently proposed a rule that would impose a blanket ban on existing and new employer-worker non-compete agreements by classifying them as “unfair methods of competition.”
#ftc
#employmentlaw
The
#DOJ
’s National Security Division announced its first declination to prosecute a company under its voluntary self-disclosure program, announced a year ago.
#NationalSecurity
In this alert, we consider the variations in methodologies and data that drive the divergence across ESG ratings, as well as the steps companies and investors can take to mitigate misinformation:
#ESG
#esgdata
The Biden administration recently released an updated National Cybersecurity Strategy calling for stronger regulation of cybersecurity and more counter-hacking activity by law enforcement.
#cybersecurity
U.S. and global M&A was generally up in April compared to March, except for a slight decline in the total number of deals globally and declines of approximately 10% in the number of sponsor deals globally and in the United States.
#mergersandacquisitions
Video: Litigation partner and former Secretary of Homeland Security Jeh Johnson offers insights for business leaders on responding to the
#coronavirus
.
In the latest issue of the Restructuring Department Bulletin, we highlight several recent developments in the restructuring area, as well as the election of Sean Mitchell to the firm’s partnership.
#restructuring
New York recently declared a state of emergency in response to the spread of the
#coronavirus
. Companies operating in New York should be mindful of how their business operations and obligations may be affected.
The U.S. Department of Labor recently proposed a rule revising its interpretation of independent contractor status under the Fair Labor Standards Act:
#FLSA
A federal jury recently found that four cryptocurrency-related products were not securities under the Securities Exchange Act of 1934 and the Connecticut Uniform Securities Act.
#cryptocurrency
#securitieslaw
PE Fundraising at a Glance looks at the latest quarterly trends on global and U.S.-based
#privateequity
fundraising. Private equity fundraising declined in Q4, with $164 billion raised globally, down 18% from $201 billion in Q3.
In a pair of cases concerning the potential liability of internet companies for terrorist acts committed by users of those companies’ platforms, the Supreme Court ruled in the internet companies' favor.
#supremecourt
#section230
In this special edition of our
#PrivateEquity
Digest, we examine the latest in a series of Delaware Court of Chancery decisions declining to enforce or modify restrictive covenants in various contexts.
While the U.S. M&A market has generally experienced a strong recovery since the onset of pandemic-related shutdowns a year ago, March was the second consecutive month of decline in the number of transactions:
#mergersandacquisitions
In a recent speech, Principal Deputy Attorney General Marshall Miller emphasized the
#DOJ
's increased focus on corporate national security matters and the national security challenges facing companies today.
#mergersandacquisitions
#compliance
The Supreme Court recently declined to hear an appeal from Tribune II, leaving intact the Second Circuit’s decision upholding the safe harbor defense to avoidance actions under the Bankruptcy Code:
#SCOTUS
The
#SEC
’s Director of the Division of Corporation Finance recently urged public companies to report only material cyber incidents under new
#cybersecurity
rules requiring their disclosure on a new item 1.05 of Form 8-K.
#DataProtection
In this issue of our Delaware M&A Quarterly, we discuss several decisions of significance to the
#mergersandacquisitions
practice issued during the fourth quarter of 2023.
The Second Circuit recently upheld the conviction of a former executive of Halkbank in connection with a scheme to evade U.S. economic sanctions against Iran:
#sanctions
#IEEPA
Gurbir Grewal, the SEC’s new Director of Enforcement, recently announced that he intends to recommend “aggressive” use of available remedies in enforcement actions, including requiring admissions of wrongdoing in certain cases.
#SECenforcement
The SEC recently approved a rule change proposed by the New York Stock Exchange designed to facilitate the direct listing of company shares without conducting an IPO.
The Second Circuit reaffirmed that a nondisclosure agreement is sufficient to establish a relationship of trust and confidence—a necessary element of an insider trading charge—even if the NDA lacks an express trading prohibition.
#insidertrading
The
#SEC
recently proposed a new rule under the Investment Advisers Act to address conflicts of interest associated with investment advisers’ interactions with investors through the use of certain “covered technology.”
#investmentmanagement
The Office of the U.S. Trustee has recently objected to the use and scope of chapter 11 “exculpation” provisions in large restructuring cases across the country:
#chapter11
#restructuring
The rapid rise of
#cryptocurrencies
and
#blockchain
technology has profound implications for many industries, including finance, media and healthcare. We've published a series of white papers to help our clients better understand these issues:
M&A activity in May increased in terms of total deal value by 3% in the U.S., but the Leisure & Recreation industry surged, with deal value rising 18,290%. Read more in the June 2021 issue of M&A at a Glance.
The
#FDIC
adopted a final rule to impose a $16.3 billion special assessment for the recovery of losses to the Deposit Insurance Fund stemming from the protection of uninsured depositors after the closures of Silicon Valley Bank and Signature Bank.
#banking
This memo considers how President Biden’s picks for top DOJ and SEC roles, and statements made during the 2020 campaign, may suggest a more aggressive anti-corruption enforcement approach:
#FCPA
Bankruptcy partners Alan Kornberg and Elizabeth McColm co-authored the “USA” chapter in the 2018 edition of The International Comparative Legal Guide to Corporate Recovery & Insolvency:
Total M&A deal value was up significantly across all sectors in March compared to February, while the number of deals presented a more mixed picture.
#mergersandacquisitions
In the latest issue of the
#Restructuring
Department Bulletin, we highlight two Second Circuit decisions, one denying an appeal of Windstream’s chapter 11 plan confirmation, and the other reinstating its ruling on the refund of chapter 11 statutory fees.
Despite the significant obstacles presented by COVID-19, the DOJ and the SEC assessed a record-breaking total in corporate FCPA penalties. In this alert, we reflect on the year’s most significant anti-corruption and FCPA developments:
#FCPA
The Federal Trade Commission recently announced updates to its Safeguards Rule, which will expand data security protections that non-bank financial institutions must implement to secure customer financial information.
#ftc
#cybersecurity
The SEC and 32 states reached a $100 million settlement with BlockFi Lending over allegations concerning its cryptocurrency lending product. The regulators found the product qualified as an unregistered security.
#sec
#cryptocurrency
#blockchain
#fintech
The Supreme Court held that a rule of California law that prohibits contractual waivers of claims under California’s Private Attorneys General Act is invalid as applied to an employee plaintiff bringing an action on behalf of other employees.
#arbitration
The DOJ announced a settlement in an FCA case that included a parallel settlement with the company’s minority owner, a private equity firm. The settlement joins a growing number of similar cases.
#falseclaimsact
#privateequity
The
#SEC
reached a novel settlement with video game giant Activision Blizzard resolving allegations that the company failed to maintain internal controls to ensure the adequacy of its disclosures related to workplace misconduct complaints.
#HumanCapital
#FinCen
's Beneficial Ownership Reporting Rule under the
#CorporateTransparencyAct
goes into effect on January 1, 2024, introducing new filing requirements for certain non-exempt businesses. This memo discusses key requirements and legal considerations.
The Staff of the SEC’s Division of Corporation Finance and the Acting Chief Accountant recently issued statements concerning certain key issues that SPACs and potential SPAC acquisition targets should take into account:
#sec
#spacs
In the first order of its kind, the U.S. Department of the Treasury’s FinCEN recently identified global cryptocurrency exchange Bitzlato as a “primary money laundering concern” under the Combating Russian Money Laundering Act.
#cryptocurrency
#FinCEN
The
#SEC
has adopted new disclosure requirements to enhance and standardize public company disclosures regarding
#cybersecurity
risk management and incident reporting.
M&A at a Glance: Consistent with the trend observed in August, U.S. deal value again increased in September, driven largely by a rise in the value of sponsor transactions.
#mergersandacquisitions
Interest in SPACs has exploded in the last couple of years. In this issue of Private Equity Digest, we discuss the pros and cons of some alternatives for private equity firms looking to participate in these vehicles:
#privateequity
M&A activity was down by deal value in January, but up by deal count. This trend appeared across all sectors (U.S. and global, strategic and sponsor), perhaps signaling a move to smaller deal sizes for the time being.
#mergersandacquisitions
New York's SHIELD Act imposes more stringent notification and procedural requirements after a data breach, and requires companies to implement "reasonable safeguards" to protect consumer data.
The New York Department of Financial Services recently fined two insurance companies $1.8 million for failing to implement multi-factor authentication and falsely certifying their compliance with cybersecurity regulation.
#cybersecurity
The
#SEC
and CFTC proposed joint amendments to Form PF that are designed, according to the proposing release, to enhance the ability to assess systemic risk and bolster the SEC’s regulatory oversight of private fund advisers.
#privatefunds
July generally continued June’s downward trends, with U.S. total deal value falling 38% and U.S. strategic and sponsor deal values falling 24% and 54%, respectively. Sponsor deal numbers increased 23% in the U.S. and 8% globally.
#mergersandacquisitions
M&A activity was down by almost all measures in November. The only bright spot was total sponsor deal value, which increased 5% in the U.S. and 110% globally, although the number declined 6% in the U.S. and 7% globally.
#mergersandacquisitions
UAE-based Mashreqbank, PSC recently reached a $100 million multi-agency resolution with the New York DFS, the Fed and OFAC concerning violations of the now-repealed Sudan-related sanctions.
#sanctionscompliance
Total M&A deal value increased significantly last month, largely driven by sponsor-related activity. Although deal numbers were down, total sponsor-related deal value increased by 181% in the U.S. and by 159% globally.
#mergersandacquisitions
The OCC announces unprecedented enforcement actions against 8 former Wells Fargo executives for their roles in the bank’s “systemic sales practices misconduct.”
The Delaware Court of Chancery recently upheld a board’s decision to exclude stockholder nominees from being considered at an annual meeting based on deficiencies in the stockholders’ notice required by the company’s advance notice bylaw.
The
#DOJ
’s Financial Crimes Enforcement Network and the
#SEC
recently published a proposed rule that would require SEC-registered investment advisers and exempt reporting advisers to establish risk-based Customer Identification Programs.
March continued February’s slowdown, with U.S. deal count and total deal value decreasing 29% and 34%, respectively, and global deal count and total deal value decreasing 19% and 7%, respectively.
#mergersandacquisitions
Amid the backdrop of the deterioration of the global economy, credit fundraising declined in H1 2022, with credit funds raising $78.8bn globally, down 32% from the record-breaking high of $116.3bn raised in H2 2021.
The
#DOJ
plans to launch a new whistleblower program this year to “create new incentives for individuals to report misconduct” and “drive companies to invest further in their own internal compliance and reporting systems.”
#anticorruption
#compliance
In the latest issue of the Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2022.
#mergersandacquisitions
A draft of the proposed tax portion of the Build Back Better Act, the Democrats’ $3.5 trillion, 10-year spending plan, would give rise to significant changes to the tax treatment of trusts and estates:
#estateplanning
The
#CFPB
issued a proposed rulemaking to implement Section 1033 of the Dodd-Frank Act, which mandates that consumers and authorized third parties have the ability to access and transfer personal financial data held by their financial services providers.
The FTC recently held a public forum concerning what it described as “commercial surveillance” and lax data security practices by companies.
#ftc
#cybersecurity